X0305 4 2012-04-26 0 0001060822 CARTERS INC CRI 0001312988 Berkshire Partners LLC 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001505181 Seventh Berkshire Associates LLC C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001505183 Stockbridge Partners LLC C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001374108 BERKSHIRE FUND VII-A L.P. C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001505316 STOCKBRIDGE ASSOCIATES LLC 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001501625 Stockbridge Fund, L.P. C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001506763 Stockbridge Fund M, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001505182 Stockbridge Absolute Return Fund, L.P. C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001522786 Stockbridge Master Fund (OS), L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001374109 BERKSHIRE FUND VII L.P. C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02108 0 0 1 0 Common Stock 2012-04-26 4 S 0 186561 55.7260 D 805979 D Common Stock 2012-04-26 4 S 0 18643 55.7260 D 125653 D Common Stock 2012-04-26 4 S 0 1638 55.7260 D 5306 D Common Stock 2012-04-26 4 S 0 19170 55.7260 D 84930 D Common Stock 2012-04-26 4 S 0 74670 55.7260 D 7716710 I See Notes Common Stock 2012-04-26 4 S 0 4840 56.6121 D 801139 D Common Stock 2012-04-26 4 S 0 484 56.6121 D 125169 D Common Stock 2012-04-26 4 S 0 42 56.6121 D 5264 D Common Stock 2012-04-26 4 S 0 497 56.6121 D 84433 D Common Stock 2012-04-26 4 S 0 1937 56.6121 D 7714773 I See Notes Common Stock 2012-04-27 4 S 0 151250 55.3539 D 649889 D Common Stock 2012-04-27 4 S 0 15716 55.3539 D 109453 D Common Stock 2012-04-27 4 S 0 1305 55.3539 D 3959 D Common Stock 2012-04-27 4 S 0 15571 55.3539 D 68862 D Common Stock 2012-04-27 4 S 0 59488 55.3539 D 7655285 I See Notes Common Stock 2012-04-30 4 S 0 149087 54.2987 D 500802 D Common Stock 2012-04-30 4 S 0 15359 54.2987 D 94094 D Common Stock 2012-04-30 4 S 0 1291 54.2987 D 2668 D Common Stock 2012-04-30 4 S 0 15345 54.2987 D 53517 D Common Stock 2012-04-30 4 S 0 58918 54.2987 D 7596367 I See Notes The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of purchase prices. The price reported represents the weighted average price. The applicable Reporting Person undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by such Reporting Person at each separate price within the range. Sale prices range from $55.40 to $56.39 per share, inclusive. Sale prices range from $56.40 to $56.77 per share, inclusive. Sale prices range from $55.00 to $55.625 per share, inclusive. Sale prices range from $54.15 to $54.92 per share, inclusive. Represents shares held directly by Stockbridge Fund, L.P. ("Stockbridge Fund"). Stockbridge Associates LLC ("SA LLC") is the sole general partner of Stockbridge Fund. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge Fund and SA LLC may be deemed to be, but do not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Represents shares held directly by Stockbridge Fund M, L.P. ("Stockbridge M"). SA LLC is the sole general partner of Stockbridge M. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge M and SA LLC may be deemed to be, but do not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Represents shares held directly by Stockbridge Absolute Return Fund, L.P. ("Stockbridge Absolute"). SA LLC is the sole general partner of Stockbridge Absolute. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge Absolute and SA LLC may be deemed to be, but do not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Represents shares held directly by Stockbridge Master Fund (OS), L.P. ("Master Fund"). SA LLC is the sole general partner of Master Fund. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Master Fund and SA LLC may be deemed to be, but do not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Represents shares held indirectly by Berkshire Partners LLC ("Berkshire Partners"), Seventh Berkshire Associates LLC ("7BA") and Stockbridge Partners LLC ("Stockbridge Partners"). Berkshire Fund VII, L.P. ("Fund VII") has a total ownership of 6,292,496 shares. Berkshire Fund VII-A, L.P. ("Fund VII-A") has a total ownership of 1,176,400 shares. Stockbridge Partners sold 74,670 shares for a total ownership of 247,814 shares on behalf of a managed account. 7BA is the sole general partner of Fund VII and Fund VII-A. Berkshire Partners, 7BA and Stockbridge Partners are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of Berkshire Partners, 7BA and Stockbridge Partners disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. Represents shares held indirectly by Berkshire Partners, 7BA and Stockbridge Partners. Fund VII has a total ownership of 6,292,496 shares. Fund VII-A has a total ownership of 1,176,400 shares. Stockbridge Partners sold 1,937 shares for a total ownership of 245,877 shares on behalf of a managed account. Represents shares held indirectly by Berkshire Partners, 7BA and Stockbridge Partners. Fund VII has a total ownership of 6,292,496 shares. Fund VII-A has a total ownership of 1,176,400 shares. Stockbridge Partners sold 59,488 shares for a total ownership of 186,389 shares on behalf of a managed account. Represents shares held indirectly by Berkshire Partners, 7BA and Stockbridge Partners. Fund VII has a total ownership of 6,292,496 shares. Fund VII-A has a total ownership of 1,176,400 shares. Stockbridge Partners sold 58,918 shares for a total ownership of 127,471 shares on behalf of a managed account. Exhibit 99.1 (Joint Filer Information) incorporated herein by reference. Due to the technical limitation on the amount of transactions that can be reported, this Form 4 is being filed in two parts. This is Part 1 of 2. Sharlyn C. Heslam, Managing Director, Berkshire Partners LLC 2012-04-30